Common use of Involuntary Separation from Service  for Cause or Voluntary Separation from Service without Good Reason Clause in Contracts

Involuntary Separation from Service  for Cause or Voluntary Separation from Service without Good Reason. If the Grantee incurs an involuntary Separation from Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Separation from Service without Good Reason (as define delow), all Options not theretofore vested prior to the date of such Separation from Service shall terminate. For purposes of this Agreement, “Good Reason” shall mean (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (ii) the Grantee’s Separation from Service by the Company on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (a) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (b) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (c) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition

Involuntary Separation from Service  for Cause or Voluntary Separation from Service without Good Reason. If the Grantee incurs an involuntary Separation from Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Separation from Service without Good Reason (as define delow), all Options not theretofore vested exercised prior to the date of such Separation from Service shall terminate. For purposes of this Agreement, “Good Reason” shall mean (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (ii) the Grantee’s Separation from Service by the Company on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (a) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (b) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (c) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition

Involuntary Separation from Service  for Cause or Voluntary Separation from Service without Good Reason. If the Grantee incurs an involuntary Separation from Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Separation from Service without Good Reason (as define delowdefined below), all Options Restricted Shares, that have not theretofore vested Vested prior to the date of such Separation from Service shall terminatebe immediately forfeited to the Company without payment of any consideration or amount to the Grantee or any other Person in connection with such forfeiture. For purposes of this Agreement, “Good Reason” shall mean (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (ii) the Grantee’s Separation from Service by the Company on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (a) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (b) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (c) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition.

Involuntary Separation from Service  for Cause or Voluntary Separation from Service without Good Reason. If the Grantee incurs an involuntary Separation from Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Separation from Service without Good Reason (as define delowdefined below), all Options not theretofore vested exercised prior to the date of such Separation from Service shall terminate. For purposes of this Agreement, “Good Reason” shall mean (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (ii) the Grantee’s Separation from Service by the Company on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (a) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (b) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (c) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition.

Involuntary Separation from Service  for Cause or Voluntary Separation from Service without Good Reason. If the Grantee incurs an involuntary Separation from Service as the result of a dismissal by the Company for Cause or as the result of the Grantee’s voluntary Separation from Service without Good Reason (as define delowdefined below), all Options Restricted Shares, that have not theretofore vested Vested prior to the date of such Separation from Service shall terminatebe immediately forfeited to the Company without payment of any consideration or amount to the Grantee or any other Person in connection with such forfeiture. For purposes of this Agreement, “Good Reason” shall mean (i) to the extent that there is an employment, severance or other agreement governing the relationship between the Grantee and the Company, which agreement contains a definition of “good reason,” Good Reason shall have the meaning as defined therein; and otherwise, (ii) the Grantee’s Separation from Service by the Company on account of any material breach by the Company of any provision of any employment agreement or similar agreement between the Grantee and the Company; provided, that no Good Reason will have occurred unless and until the Grantee has: (a) provided written notice to the Company specifying in reasonable detail the applicable condition (and underlying facts and circumstances) giving rise to the Good Reason no later than 30 days following the occurrence of that condition; (b) provided the Company with a period of 30 days to remedy or cure the condition and so specifying in the notice; and (c) terminated his or her employment for Good Reason within 30 days following the expiration of the period to remedy if the Company fails to remedy the condition. ______________________ 1 This form of restricted stock agreement provides for both time-based and performance-based vesting and will be used only for grants to executives having a title of executive vice president and other more senior employees.